Sec. 33-1131. Taking advantage of a business opportunity.
Sec. 33-1131. Taking advantage of a business opportunity. (a) A director's taking advantage, directly or indirectly, of a business opportunity may not be the subject
of equitable relief, or give rise to an award of damages or other sanctions against the
director, in a proceeding by or in the right of the corporation on the ground that such
opportunity should have first been offered to the corporation, if before becoming legally
obligated respecting the opportunity the director brings it to the attention of the corporation and: (1) Directors' action disclaiming the corporation's interest in the opportunity
is taken in compliance with the procedures set forth in section 33-1129 as if the decision
being made concerned a director's conflicting interest transaction; or (2) members'
action disclaiming the corporation's interest in the opportunity is taken in compliance
with the procedures set forth in section 33-1130 as if the decision being made concerned
a director's conflicting interest transaction; except that, rather than making required
disclosure, as defined in section 33-1127, in each case the director shall have made prior
disclosure to those acting on behalf of the corporation of all material facts concerning
the business opportunity that are then known to the director.
(b) In any proceeding seeking equitable relief or other remedies based upon an
alleged improper taking advantage of a business opportunity by a director, the fact that
the director did not employ the procedure described in subsection (a) of this section
before taking advantage of the opportunity shall not create an inference that the opportunity should have been first presented to the corporation or alter the burden of proof
otherwise applicable to establish that the director breached a duty to the corporation in
the circumstances.
(P.A. 06-68, S. 26.)